Company Registration In Kenya

A person wishing to incorporate a company in Kenya should lodge with the Registrar the following documents:

1. Application and reservation of name

The name search and reservation process can be done at any of the Huduma Centres countrywide, online using theE-Citizen platform and on a Safaricom mobile phone by dialing *271#.

2. Form CR 1

Application to register a company containing the proposed name (as reserved), the registered office, liability of members (whether limited by shares or by guarantee), the nature of the company (if private or public) and the name, consent of the initial director and secretary of the company and address of the agent if an agent is used to make the application. The form combines the application for company registration, KRA PIN, NHIF, and NSSF registration.

3. Form CR2 or CR3 or CR4

Form CR 2 Model memorandum for a company limited by shares or (Form CR 3) Model memorandum for a company limited by guarantee or (Form CR 4) Model memorandum for a company whose liability is unlimited.

4. Statement of Nominal Share Capital form

5. Notification of directors’ residential address (Form CR8)

6. Articles of Association (if those provided in the Regulations have not been adopted).

FREQUENTLY ASKED QUESTIONS

No. Company registration documents have been exempted from stamp duty eliminating the requirement for stamp duty assessment and franking.

Do I need to pay any registration fees?

Yes. The registration fee is ksh.10,000 for all companies regardless of the Nominal Share Capital.

Does my company have to file Articles of association?

The Companies (General) Regulations, 2015 provide in schedule 3, 4 and 5 model Articles which companies may adopt. Where applicants adopt the model Articles they do not need to supply them during registration. If the applicants do not adopt such Articles, then they have to provide their own Articles.

Directors

Is there a minimum age for directors?

Yes. All directors must be over the age of eighteen. Section 131 applies.

Can a company have only one director?

Yes. Section 128 of the Companies Act provides that a private company is required to have at least one director.

A public company is required to have at least two directors.

A company is required to have at least one director who is a natural person.

Can a company have only one shareholder?

Yes. One or more persons who wish to form a company may subscribe their names to the Memorandum of Association.

Do I need to have a secretary?

Private companies with a share capital of less than 5 million shillings are not required to have a secretary. However all public companies must have a secretary.